In this series, YouTube Icon, Entrepreneur speaks with the individuals behind popular YouTube channels to find out the secrets of their success.

Peter Shukoff and Lloyd Ahlquist met for the first time at a house party in Chicago. It was thrown by a local improv group, and some of the city’s comedians and musicians had gathered in an informal circle on the porch to freestyle rap. Shukoff jumped in, broke out in a rap and immediately stole the spotlight. He and Ahlquist hit it off immediately. Both had come to the Windy City to study improv comedy, but eventually they would go on to found Epic Rap Battles of History (ERB), a YouTube channel with a staggering overall view count of more than 2.9 billion.

What started as a real-life rap battle has evolved into a verifiable institution. ERB’s YouTube channel has more than 14 million subscribers, but quite a few of its videos reach many more people than that. Barack Obama vs. Mitt Romney, for example, has garnered more than 139 million views to date.

Shukoff and Ahlquist talked to us about ERB’s humble beginnings and the one thing they think is most important to keep in mind when creating content. Plus, they did an on-the-spot freestyle rap.

This interview has been edited for length and clarity.

How did you come up with ERB and get your start on YouTube?

Ahlquist: Pete and I have been friends for about 15 years now, so we were friends for quite some time before ERB. We met freestyling on a porch one night in Chicago, a big improv comedy town. We had both moved there independently to study improv comedy, and we started touring and doing improv together across the country in a group called MISSION IMPROVable. Later, when I moved to L.A., I started a comedy theater called Westside Comedy Theater. It was me and one of our now-writers, Zach Sherwin -- he played ERB characters like Einstein and Stephen King. We regularly did an improv comedy freestyle rap show, and in it was one segment called Celebrity Rap Battle. We would take audience members’ suggestions -- for example, Shia LaBeouf and Charlie Sheen -- and freestyle a rap battle onstage.

At the same time, Pete was starting a YouTube channel at a place called The Station, which would later become Maker Studios and after that would become Disney Digital. I brought Pete to the show and he said, "Hey, man -- I think we should do that rap battle thing and make a YouTube out of it and call it Epic Rap Battles of History." He’d been making YouTube videos for a while, but I hadn’t done any before. Our first video was John Lennon vs. Bill O’Reilly, and the second one was Darth Vader vs. Adolf Hitler. That one just skyrocketed. Holy shit. In the span of about six months, I went from running a comedy theater to doing rap battles full-time.

Shukoff: At that time, YouTube was a little more of a game you could play. You could make a video that connected with your audience in a certain way and get the top "favorited" spot on the front page. So even if you had 50,000 subscribers, if you made a video they loved and 10,000 "favorited" it, you could get to the front page of YouTube. Our first battle didn’t do that, but the second one did get to that front page, and then an interesting thing happened: It got blocked and banned in all the countries Hitler conquered, like Poland, Italy and Germany -- they were understandably sensitive to the Hitler stuff. But the accidental result was that it became that much more popular. We were aiming to get 1 million views with that video, and it went from zero to 1 million pretty quick. When it started to near 20 million views pretty soon after that, that was when we were shocked.

How much time do you spend on each video?

Shukoff: Months is the short answer. We used to do characters we already knew enough about, so it was kind of in our bones to write jokes about them. Now, a lot of times we go after characters we don’t know that much about. And we want to be authentic fans of the character before we start writing humor about it and making commentary on it. For example, it takes a long time to become a real Dragon Ball Z fan. So I’d say two to three months per video including the time the idea kind of gestates and sits around, but we’re working on several at a time.

Ahlquist: We’ve made 70 episodes, which sounds like a lot, but in the YouTube world, it isn’t that many at all. We used to do it from start to finish in two weeks, like we did for season two, but that was not healthy. It takes anywhere from one month to six weeks of concentrating on the writing, doing the research and shooting and editing it. We could work on every part forever, so we try to paint ourselves into the corner with deadlines so we have a reason to stop.

When were you able to work on ERB full-time, and how do you monetize your channel now?

Shukoff: Early on, I and one of other creative partners lived at the recording studio, which had no shower and no kitchen. We were finding a way to make it work as a living. While Lloyd was working a full-time job, I was still doing other full-time jobs and living at the studio. We made the first two battles for a couple hundred bucks each. For the first four years, all of our revenue was from a combination of YouTube views and music sales, which at the time were iTunes digital download sales. That slowly transferred into streaming. But we have done very few brand deals. Our profits have mostly come from people watching our videos and downloading or streaming our songs.

Ahlquist: We don’t know exactly how much we make per video.

Shukoff: It does change quite a bit and has over the years. Every month is different. YouTube is a little bit like the stock market in terms of when it’s up or when people are buying ads. Christmas will be a better month for us because more people are buying ads against things, or, for example, if a new Deadpool movie comes out and we have a new Deadpool episode, you’ll see a tiny bump there. We make a living, but we’re not driving Rolls-Royces around.

What’s your favorite rap battle you’ve done?

Shukoff: I like the Eastern Philosophers vs. Western Philosophers. We decided to do it as a challenge, almost, and the suggestion itself came from an ERB Wiki fan website -- I used to go on and talk with fans in the chatroom. I saw Confucius and Socrates get suggested, but as far as narrowing it down to who the three Eastern philosophers and three Western philosophers would be, that was the fans. We spent several months casting it to find the right people, setting out to write it and learning enough about them to make it work. It was a smooth process that whole time. It never really got hairy. We were steadily plotting along through this thick challenge. I liked the way the video turned out.

Ahlquist: I honestly don’t have a favorite, so I usually say a different one every time someone asks me that. It really is because I like them all. I loved playing the character of Teddy Roosevelt last season in Theodore Roosevelt vs. Winston Churchill, and that was definitely a highlight for me to play, so I guess that won today.

Shukoff: That was a good one. I liked it too. Because I wasn’t in it.

Ahlquist: We developed that Roosevelt character together. We bring good performances out of one another, and that was a situation where Pete was able to get a good performance out of both me and and Dan Bull, who played Winston Churchill. So that was cool.

How did your friendship translate into a working relationship? How do you balance that?

Shukoff: We both like to work and do creative work. It’s part of what our friendship has always been: creating things together. I was learning how to use Pro Tools, and Lloyd had some rap songs -- he was a rapper in his own world -- so I learned how to make rap music because Lloyd wanted to record some. That’s some of the earliest memories I have as a friendship with Lloyd: working on music and learning together how to make music. Obviously we have our challenges sometimes, but it’s always been a natural process for us. For both of us, most of what we do is work.

Is ERB on a break right now? What are your future plans for the channel?

Shukoff: We have some things in development that we are very excited about, but we can’t talk about them yet. If we get any updates, we’ll let you know. But as of this date, we’re very excited about the future, and we think our fans are going to be excited about the future. We can’t give any specifics yet.

What’s your advice for others who want to build brands on the platform?

Ahlquist: Our story is actually pretty atypical from most people who are successful on the platform. My advice is to plan for the long game. Make sure that doing what you love is the main thing. There’s all sorts of advice on how to be successful on YouTube -- how to build and what to plan around -- but none of that matters if you’re trying to manufacture passion. Make sure your main product is something you enjoy doing anyway and that you enjoy doing for a long time.

Shukoff: I was a struggling musician for 10 years. The biggest change and opening for success that came to me through YouTube was to stop worrying about convincing people to see my content, come to my show or open a gate for me and instead focus all my attention on making content that I loved. That’s when it all changed on YouTube and for my entertainment career as a whole. If the energy wasn’t being spent on making content I enjoyed, then it just didn’t happen. As a musician, I was spending 80 percent of the time sending out press kits. I was always trying to get interviews, and it was only after I stopped trying and just made work that people started calling us for interviews. It makes a big difference. Focusing on something you love, working on it every day and knowing that success will come someday in that pursuit is, I think, the truth.

Can you freestyle for us right now about the rise of ERB?

Ahlquist: Here’s a story of two bald white MCs

Who catapulted to success on the back of ERB

Shukoff: We got busy on the ones and twos, and now I clean up baby puke off my shoes

Ahlquist: We’ve been friends since the very start

Even right now we only live, like, half a mile apart

Shukoff: That’s true … Yep, that’s true.

See below for five of Shukoff and Ahlquist's favorite videos.

“Only our second video. Very important one as it set the quality standard and gave us our first big splash in terms of views.”

“This one demonstrated we weren't going to settle for surface-level jokes but would rather always write and perform at the height of our ability. It's very funny and catchy as hell. It was also the first battle featuring Zach Sherwin, who is a big part of the series.”

“This was our first video cavalcade, so to speak. It showed us handling multiple characters in one video, and that big ensemble technique has now become a favorite for us and our fans.”

“This was a battle that was so highly demanded that we had to get it right. I think we really stepped up to the plate and delivered something special.”

“We literally had to do this battle, as it was an election year. We wanted to explore both sides of each character and do our best to represent them both.”

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